Advance Multitech Ltd. (ADVANCEMULTI) - Director Report

Company director report

Your Directors are pleased to present 36th Annual Report and the companys auditedfinancial statement for the financial year ended March 31 2015.

FINANCIAL RESULTS:

The companys financial performance for the year ended March 31 2015 issummarized below:

The Break-up of Profit is given as follows

31st March 2015

31st March 2014

Total Revenue

124340744

90689635

Total Expenditure

121787174

88005466

Net Profit Before Taxation

2553571

2684169

Current Tax

486583

600000

Deferred Tax

(881885)

(214818)

Net Profit After Taxation

2948872

2298987

Add/Less: Excess/Short

Provision for Income Tax.

88532

29480

Profit for the Period for Appropriation

3037405

2328467

Earning Per Shares

Basic

0.75

0.57

Diluted

0.75

0.57

Dividend

In order to conserve the resources your Directors do not recommend any dividend onequity shares of the Company.

Brief description of the Companys working during the year/State of Companysaffairs: During the year consolidated revenue for the year is increased by 37.11% to Rs.1243.40 Lacs as compared to Rs.906.89 Lacs during the last year as a result net profitafter tax increased to Rs.29.49 Lacs as against Rs.22.99 Lacs during the last yearrepresenting an increase of 28.26% during the year.

The Company does not propose to transfer to reserves and entire profit is proposed tobe retained in the Statement of Profit & Loss in the form of surplus.

There is no change in the nature of business of the Company during the year.

Future Prospectus:

Due to buoyancy in the economy and favourable economic condition the performance ofthe company will further improve in the years ahead.

Material Changes and Commitments:

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of this report.

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys operations in future.

Subsidiaries/ Joint Venture/ Associate Companies:

Company has no subsidiary/joint ventures/associate companies. As there are nosubsidiaries associates and joint ventures companies no consolidated financialstatements required to be given.

i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures from the same;

ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of financial year and of theprofit and loss of the company for the year ended on that date.

iii) the directors had taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

iv) the directors had prepared the annual accounts on a going concern basis.

v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.

vi) the directors had devised proper systems to ensures compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Related Parties Transactions

There is no contract or arrangement entered into by the Company with related partiesreferred to in sub-section (1) of Section 188 of the Companies Act 2013. Your Directorsdraw attention of the members to Note 35 to the financial statement which sets out relatedparty disclosures.

Corporate Governance:

The amended Clause 49 of listing requirements on Corporate Governance is not applicableto the Company and hence nothing to report thereon.

Corporate Social Responsibilities:

As the Companys net worth turnover or net profits are below the limit prescribedunder section 135 of the Companies Act 2013 and hence CSR is not applicable to yourCompany.

Risk Management

Your company has Risk Management Framework as approved by the Board of Directors whichprovides mechanism to identify evaluate business risk and opportunities. The riskassociated with the business of the Company its root causes are reviewed and steps aretaken to mitigate the same. The Audit Committee and Board of Directors also reviews thekey risk associated with the business of the Company the procedure adopted to assess therisk efficacy and mitigation measures.

Internal Financial Control:

The Company has a good system of internal controls in all spheres of its activity. Theinternal control system is supplemented by effective internal audit being carried out byan external firm of Chartered Accountants. The Audit committee regularly reviews thefindings of the internal auditors and effective steps to implement the suggestion /observation of the Auditors are taken and monitored regularly. In the opinion of theBoard an effective internal control system adequate to the size of the Company exists.

Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Shailesh Dhruv (DIN 00176619) and Mr. Shaileshsingh Rajput (DIN 00176962)retire by rotation at the ensuing Annual General Meeting and being eligible have offeredthemselves for re-appointment.

Pursuant to the provisions of Section 149 152 read with Schedule IV of the CompaniesAct 2013 Mr. Nirish J. Parikh (DIN 03506494) and Mr. Omprakash Jalan (DIN:00176876)have been appointed as Independent directors by the shareholders at 35th Annual Generalmeeting held on September 30 2014 for a period of five years.

Pursuant to the provisions of Section 161 (1) of the Companies Act 2013 Ms. AanchalGoenka (DIN 07145448) was appointed as additional director designated as woman director ofthe Company with effect from March 31 2015 and She shall hold office upto the date ofensuing annual general meeting. The company has received requisite notices in writing frommembers proposing Ms. Aanchal Goenka as Director of the Company.

Mr. Mukesh P. Shah has been designated as Chief Financial Officer of the Company witheffect from March 31 2015.

COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

Composition of Board

The Board of Directors has an optimum combination of Executive and Non-ExecutiveDirectors and Independent directors in accordance with the provisions of the Act. Thecomposition of the Board of Directors of the company as on 31st March 2015 is as under:

Sl. No.

Name

Designation

Executive/

1.

Mr. Arvind Goenka

Chairman & Managing Director

Executive

2.

Mr. Shailesh Dhruv

Whole time director

Executive

3.

Mr. Pulkit Goenka

Non Independent

Non Executive

4.

Mr. Ashok Goenka

Non Independent

Non Executive

5.

Mr. Shaileshsingh Rajput

Non Independent

Non Executive

6.

Ms. Aanchal Goenka

Non Independent

Non Executive

7.

Mr. Omprakash Jalan

Independent Director

Non Executive

8.

Mr. Nirish Parikh

Independent Director

Non Executive

9 Board meetings were held during the year. The details of Board Meetings are givenbelow:

Date of meeting

No. of directors present

18/04/2014

5

30/05/2014

5

30/07/2014

4

29/08/2014

4

30/09/2014

3

30/10/2014

4

10/02/2015

5

20/03/2015

3

31/03/2015

5

Audit Committee:

During the year the company has reconstituted its Audit Committee. The Composition ofCommittee is as under:

The Committee shall have discussions with the auditors periodically about internalcontrol systems the scope of audit including observation of the auditors and review offinancial statement before their submission to the Board and discuss any related issuewith internal and statutory auditors and the management of the company.

In discharging the function of the Audit Committee the committee shall have theauthority to investigate into any matter in relating to any terms specified in Section 177or referred to it by the Board.

Responsibility of the Committee:

The Committee may assign any matter of importance nature relating to the accountsfinance taxation inspection and investigation from time to tome and may requiresubmitting a report to the Board on such matters within the stipulated time.

The committee on any matter relating to financial management including audit reportshall submit a report to the Board from time to time.

The Board has accepted all the recommendation made by the Audit Committee.

Nomination and Remuneration Committee:

During the year the Company has renamed and reconstituted its Remuneration Committee asthe Nomination and Remuneration Committee:

The Composition of Committee is as under:

Sl. No.

Name

Designation

Position in Committee

01

Mr. Nirish Parikh

Director

Chairman

02

Mr. Omprakash Jalan

Director

Member

03

Mr. Shaileshsingh Rajput

Director

Member

The Committee has been reconstituted in terms of Section 178 of the Companies Act2013. The Committee shall have at least the following basic responsibilities:

* To identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every directorsperformance.

* To formulate and review criteria that must be followed for determining qualificationfor determining qualifications positive attributes and independence of director.

* To recommend the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees and to ensure compliance with the remunerationpolicy set forth by the Company.

* To propose to the Board the members that must form part of the Committee.

* To report on the systems and on the amount of the annual remuneration of directorsand senior management.

Stakeholders Relationship Committee

The Committee has reconstituted and renamed Investor Grievance Committee asStakeholders Relationship Committee. The composition of the Committee is in accordancewith the Companies Act 2013. The Composition of the Committee is as under:

Sl. No.

Name

Designation

Position in Committee

01

Mr. Shaileshsingh Rajput

Director

Chairman

02

Mr. Omprakash Jalan

Director

Member

03

Arvind Goenka

Director

Member

04

Ashok Goenka

Director

Member

Basic Responsibilities of the Committee:

* Considering and resolving the grievance of shareholders of the Company with respectto transfer of shares non receipt of annual report etc.

* Ensuring expeditious share transfer process in line with the proceedings of the ShareTransfer Committee.

* Evaluating performance and service standards of the Registrar & Share TransferAgent of the Company.

* Providing guidance and making recommendation to improve service levels for investors.

Details of the Meeting and its attendance are given as under:

Audit Committee

Nomination & Remuneration Committee

Stakeholders Relationship Committee

No. of Meetings held

Attendance

Mr. Omprakash Jalan

4

1

1

Mr. Nirish J. Parikh

4

2

-

Mr. Shaileshsingh Rajput

3

2

3

Mr. Ashok Goenka

-

-

3

Mr. Arvind Goenka

-

-

2

The Committee was reconstituted in October 2014.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committee.

Various aspects of the Boards functioning were evaluated such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.

Remuneration to Directors:

The remuneration paid to Directors Non Executive Directors and Independent Directorsare disclosed in the Extract to the Annual Return i.e. MGT  9 as Annexure A to theBoard Report.

Vigil Mechanism

Company has vigil mechanism in force to deal with instances of fraud and mismanagementif any. The mechanism ensures that strict confidentiality is maintained whilst dealingwith the concern and also that no discrimination will be meted to any person for agenuinely raised concern. The Chairman of the Audit Committee may also be contacted byemployees to report any suspected or concerned incident of fraud / misconduct.

Employee Stock Option etc:

During the year there are no issue of equity shares with differential rights no issueof sweat equity shares no issue of employee stock options and no provision of money bycompany for purchase of its own shares by employees or by trustees for the benefit of theemployees the details required to be given under various rules issued under the CompaniesAct 2013 is NIL.

Secretarial Auditor:

The Board has appointed Mr. Bipin L. Makwana Practicing Company Secretary to conductSecretarial Audit for the financial year 2014-2015. The secretarial Audit Report for thefinancial year March 31 2015 is annexed herewith. With respect to the observation of theSecretarial Auditor the Board replies hereunder:-

1. Companys shares are not in demat form.

Your Directors respectfully submit that there was delay in getting capital confirmationfrom the Stock Exchange and hence there was delay in obtaining ISIN. The Company has justgot the ISIN and the process is on in getting shares in demat form and it will becompleted very shortly.

2. The Company has not appointed a whole time qualified Company Secretary in theCompany.

The Companys paid up share capital of the Company is less than Rs.5 Crores.However to ensure the better compliances of the various laws the Company is taking stepsto appoint a qualified company secretary who can accommodate in the organization.

Auditors and Auditors Report:

M/s. Nahta Jain & Associate Chartered Accountants Ahmedabad (FRN 106801W) are thestatutory auditors of the Company and there are no changes in the same and they are beingeligible offers themselves for reappointment and Board recommend their reappointment.

There are no qualifications reservation or adverse remark or disclaimer made by thestatutory auditors in their auditors report.

Loans Guarantee Investments and Security

Particulars of investment made loans given etc are given in the financial statement(Please refer to Note 9 10 and 14 to financial statement).

Conservation of energy technology absorptions and foreign exchange earnings and outgoare as follows:

Our industry is not heavy consumer of energy further during the year under review thecompany made efforts to conserve energy through reduction consumption the company willcontinue to endeavor of conserve energy and use it more efficiently. Particulars of Energyconservation and its use is given below:

Particulars

2014-2015

2013-2014

Electricity Purchase

2288183

1877035

Total Amount (Rs.)

18216439

12632031

Rate per unit (Rs.)

7.96

6.73

Company is having its own research & development facilities. The process ofdevelopment is a continuous process resulting in development of new & importsubstitute products. Company is taking all appropriate measures to absolve the technologyin its area of operation.

Particulars of Foreign exchange earnings and outgo is given as under:

Particulars

2014-2015

Foreign Exchange Earnings (Rs.)

9395335/-

Foreign Exchange Outgo (Rs.)

Nil

Extract of Annual Return:

Extract of the Annual Return of the Company is enclosed herewith as an annexure A tothis Report.

Particulars of Employees and Other Related disclosures:

The Company has no employee drawing the remuneration of Rs.5 Lacs p.m or Rs.60 Lacsp.a.

However the information required pursuant to Section 197 read with Rule 5 (1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company will be provided upon request.

In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employeesparticulars which is available for inspection by the Members at the Registered Office ofthe Company during business hours on working days of the Company up to the date of theensuing Annual General Meeting. If any Member is interested in obtaining a copy thereofsuch Member may write to the Company Secretary in this regard.

Deposits:

Your Company has not accepted any deposits which fall under Chapter V and Section 73 toSection 76 of the Companies Act 2013.

General Shareholder Information

36th Annual General Meeting

Venue

Plot No167 Pirana Approach Village Piplej Ahmedabad: 382405

Date

September 30 2015

Time

1.30 p.m

Book Closure

From 23/09/2015 to 30/09/2015 (both days inclusive)

Listing of Shares:

Your Company is currently listed with BSE Ltd.

ISIN of the Company:

INE875S01019

3980361

Fully Paid up

IN9875S01017

96420

Partly Paid up

ISIN of the Company:

Registrar and Share Transfer Agents: (R & T) & Share Transfer System

The company has appointed M/s. Bigshare Services Private Limited E-2/3 Ansa IndustrialEstate Sakivihar Road Sakinaka Andheri (E) Mumbai: 400 072 as Registrar and TransferAgents for electronics shares. The average time taken in transfer of shares is 15 daysprovided documents are correct and valid in all respect. The depositories directlytransfer the dematerialized shares to the beneficiaries.

Acknowledgment:

Your Directors wish to place on record their deep sense of gratitude to Banks for theircontinued support and cooperation. Our sincere thanks are also due to our esteemedcustomers suppliers and finally to employees of the Company for their untiring effortsand commitment to their duties.